Our
Board of Directors is divided into three staggered classes for purposes of
election. One class is normally elected at each annual meeting of shareholders
to serve for a three-year term. Our current by-laws provide for eleven
directors and, under Virginia law, the Board may effectively set the number of
directors from eight to fourteen persons. The Board currently consists of
eleven members.
At
the 2006 annual meeting of shareholders, the terms of three Class II
directors are expiring. They are J. Douglas Perry, Thomas A. Saunders, III
and Eileen R. Scott. The Board proposes to nominate these three individuals to
be elected as Class II directors at the 2006 annual meeting of
shareholders. If so elected, these Class II directors will hold office for
a three-year term expiring at the annual meeting of shareholders held in 2009.
Also
at this year’s annual meeting, the term of one Class I director, Mary Anne
Citrino, will expire. The Board appointed Ms. Citrino to her seat on August 2,
2005, to fill a new Board seat. The Board proposes to nominate Ms. Citrino
to be elected as a Class I director at the 2006 annual meeting. If
elected, Ms. Citrino will serve out the remainder of the Class I
term, which lasts until the annual meeting of shareholders in 2008.
All
other directors will continue in office following this annual meeting and their
terms will expire in 2007 (Class III) and 2008 (Class I).
The
nominees have indicated their willingness to serve as directors. If a nominee
becomes unable to stand for re-election, the persons named in the proxy will
vote for any substitute nominee proposed by the Board of Directors.
Vote Required
A
director is elected at the meeting, so long as a quorum is present, if the
votes cast favoring the election of that director exceed those cast in
opposition.
THE BOARD OF DIRECTORS RECOMMENDS THAT
YOU VOTE “FOR” EACH OF THE
NOMINEES FOR DIRECTOR.
3
INFORMATION CONCERNING NOMINEES, DIRECTORS AND EXECUTIVE
OFFICERS
Nominees
J. Douglas Perry
Chairman Emeritus
Dollar Tree Stores, Inc.
Mr. Perry, age 58, became Chairman Emeritus of
the Board in 2001. He had been Chairman of the Board since 1986 when he
founded Dollar Tree with Mr. Brock and Mr. Compton. He also served
as CEO from 1986 to 1993. He retired as an employee and officer of the
company in 1999. Until 1991, he was an executive officer of K&K Toys,
which he, along with Mr. Brock, Mr. Compton and Mr. Perry’s
father, built from the company’s original single store to 136 stores.
Class II
director
Mr. Perry has served on our Board since 1986.
Thomas A. Saunders, III
President,
Ivor & Co., LLC
Mr. Saunders, age 69, is the President of
Ivor & Co., LLC, a private investment company. He was a founder of
Saunders Karp & Megrue Partners, L.L.C., (“SKM”) which controlled
the SK Equity Fund, L.P. , once a major investor in Dollar Tree. SKM merged
with Apax Partners in 2005. Before founding SKM in 1990, he was a Managing
Director of Morgan Stanley & Co. from 1974 to 1989.
Class II
director
Mr. Saunders has been a Dollar Tree director
since 1993. He also serves on the Board of Hibbett Sporting Goods, Inc.
Eileen R. Scott
Private investor;
corporate director
Ms. Scott, age 53, was Chief Executive Officer
of Pathmark Stores, Inc. from 2002 until August 2005. She was
employed by Pathmark Stores, Inc. since 1969. During her years there,
she served as Executive Vice President of Store Operations, Executive Vice
President of Merchandising and Distribution, Senior Vice President of
Non-Foods and Pharmacy, and Vice President of Sales and Advertising.
Class II
director
Ms. Scott has been a director of Dollar Tree
since 2003.
Mary Anne Citrino
Senior Managing
Director,
Corporate Advisory Services
The Blackstone Group
Ms. Citrino, age 47, is a Senior Managing
Director in the Corporate Advisory Services group at The Blackstone Group, a
global investment and advisory firm. Previously, Ms. Citrino was
employed at Morgan Stanley for over 20 years. During her years there, she
served as the Global Head of Consumer Products Investment Banking, Co-Head of
Health Care Services Investment Banking, and a Mergers and Acquisitions
Analyst.
Class I
director
Ms. Citrino was appointed as a director of
Dollar Tree in 2005.
Continuing Directors
H. Ray Compton
Private investor;
corporate director
Mr. Compton, age 63, has been a director since
1986 when he founded Dollar Tree with Mr. Perry and Mr. Brock.
Mr. Compton was Executive Vice President from 1998 to 2002 and Chief
Financial Officer from 1986 to 1998. He retired in 2004. From 1979 until
1991, he was employed in similar roles with K&K Toys. Prior to 1979, he
was associated for 15 years with a manufacturing company in various
accounting and management positions.
Class III director
Mr. Compton has been a director of Dollar Tree
since 1986, and also served on the board of Hibbett Sporting Goods, Inc.
until June 2005.
4
John F. Megrue
Co-Chief Executive
Officer
Apax Partners, Inc.
Mr. Megrue, age 47, has been a director since
1993 and formerly served as our Vice Chairman. From 1992 until 2005,
Mr. Megrue was a partner at Saunders Karp & Megrue Partners,
L.L.C., (“SKM”) which controlled the SK Equity Fund, L.P. , once a major
investor in Dollar Tree. SKM merged with Apax Partners in 2005. Prior to his
association with SKM, Mr. Megrue managed investments and financial
transactions at Patricof & Co. and at C.M. Diker Associates.
Class III
director
Mr. Megrue was first elected to our Board in
1993.
Alan L. Wurtzel
Private investor;
corporate director
Mr. Wurtzel, age 72, is Chairman Emeritus of
Circuit City Stores, Inc., a large consumer electronics retailing chain.
From 1986 to 2001, he served as Chairman or Vice Chairman of the Board of
Circuit City. Prior to 1986, he served in several other capacities with
Circuit City, including Chief Executive Officer from 1973 to 1986.
Class III
director
Mr. Wurtzel became a Dollar Tree director in
1995.
Bob Sasser
President and
Chief Executive Officer
Dollar Tree Stores, Inc.
Mr. Sasser, age 54, has been Chief Executive
Officer since 2004 and President since 2001. He had been Dollar Tree’s Chief
Operating Officer from 1999 to 2001. Previously, from 1997 to 1999, he served
as Senior Vice President, Merchandise and Marketing of Roses
Stores, Inc. From 1994 to 1996, he was Vice President, General
Merchandise Manager for Michaels Stores, Inc. Prior to 1994, he held
several positions at Roses Stores, Inc., ranging from Store Manager to
Vice President, General Merchandise Manager.
Class III
director
Mr. Sasser was elected to our Board in 2004.
Macon F. Brock, Jr.
Chairman
Dollar Tree Stores, Inc.
Mr. Brock, age 64, has been Chairman of the
Board since 2001 and a director since 1986. He was Chief Executive Officer
from 1993 to 2003. From 1986, when he founded Dollar Tree with Mr. Perry
and Mr. Compton, until 2001, he was President. Until 1991, he was an
officer and director of K&K Toys.
Class I
director
Mr. Brock has served on our Board since 1986.
Richard G. Lesser
Private investor;
corporate director
Mr. Lesser, age 71,
was Senior
Corporate Adviser of the TJX Companies, Inc. from 2002 until his
retirement in January 2005. He was Executive Vice President from 1991 to
2001 and Chief Operating Officer from 1994 to 1999. He was President of its
Marmaxx Division (TJ Maxx and Marshalls) from 1995 to 2001. From 1981 to
1993, he held various executive positions within The TJX Companies, Inc.
Class I
director
Mr. Lesser has been a Dollar Tree director
since 1999 and also serves on the boards of
The TJX Companies, Inc. and A.C. Moore
Arts & Crafts, Inc.
5
Thomas E. Whiddon
Acting Chief
Operating Officer
Waterworks, Inc.
Mr. Whiddon, age 53,
is
an Advisory Director of Berkshire Partners, LLC (a private equity firm), and
currently serves as acting Chief Operating Officer of Waterworks, Inc.,
a Berkshire portfolio company. Previously, he was Executive Vice President of
Lowe’s Companies, Inc. from 1996 until his retirement in 2003. During
this time, he served as Executive Vice President of Logistics and Technology
from 2000 to 2003 and Executive Vice President, Chief Financial Officer from
1996 to 2000. Prior to his tenure at Lowe’s, he held senior financial
positions at Zale Corporation and Eckerd Corporation.
Class I
director
Mr. Whiddon has been a member of our Board
since 2003 and also serves as a director of
Sonoco Products Company, Inc. and
Carter’s Inc.
Executive Officers
(Other than those listed above)
Kent A. Kleeberger
Chief Financial
Officer
Dollar Tree Stores, Inc.
Mr. Kleeberger, age 54, has been Chief
Financial Officer since 2004. From 1998 through 2004, following a 10-year
career with The Limited, Inc., he served in various capacities at
Too, Inc., most recently as Executive Vice President — Chief Financial
Officer, and also including in his career Secretary; Treasurer; Chief
Operating Officer; Executive Vice President-Chief Financial Officer,
Logistics and Systems; and Vice President and Chief Financial Officer.
Mr. Kleeberger was a director at Too, Inc., from 1999 to 2004.
Mr. Kleeberger also serves on the board of
Shoe Carnival.
Mr. Brock is
married to Mr. Perry’s sister. There are no additional family
relationships among the Directors and Executive Officers.
HOW NOMINEES TO OUR BOARD ARE SELECTED
Candidates for
election to our Board of Directors are nominated by our Nominating Committee
and ratified by our full Board of Directors for consideration by the
shareholders. The Nominating Committee operates under a charter, which is
available on our corporate website at www.DollarTree.com. You will find the
charter of the committee and the charters of all of our other Board committees
under the heading “Corporate Governance” in the Investor Relations section of
the site. A copy of the charter is available to all shareholders upon request,
addressed to our Corporate Secretary at our principal executive offices
provided elsewhere in this proxy statement. All members of the committee are
independent under the standards established by the NASDAQ Stock Market.
Our Nominating
Committee will give due consideration to candidates recommended by
shareholders. Shareholders may recommend candidates for Nominating Committee
consideration by submitting such recommendation using the methods described
under “Communicating with our Board Members” on page 13. In making
recommendations, shareholders should be mindful of the discussion of minimum
qualifications set forth in the following paragraph. Although a recommended
individual may meet the minimum qualification standards, it does not imply that
the Nominating Committee necessarily will nominate the person so recommended by
a shareholder.
Our Nominating
Committee believes that the minimum qualifications for serving on our Board are
that a nominee have substantial experience in working as an executive officer
for, or serving on the board of, a public company, or that he or she
demonstrates, by significant accomplishment in another given field of endeavor,
an ability to make a meaningful contribution to the oversight and governance of
a company having a scope and size similar to our company. A director must have
an exemplary reputation and record for honesty in his or her personal dealings
and business or professional activity. All directors should possess a basic
understanding of financial matters and have an ability to review and understand
the company’s financial and other reports and to discuss such matters
intelligently and
6
effectively. He or she also needs to exhibit
qualities of independence in thought and action. A candidate should be
committed first and foremost to the interests of the shareholders of the
company. Persons who represent a particular special interest, ideology, narrow
perspective or point of view would not, therefore, generally be considered good
candidates for election to our Board. In addition to these factors, our
Nominating Committee seeks to have a Board that represents diversity as to
gender, race and background experiences.
Our Nominating
Committee identifies nominees in a number of ways. One method is the
recommendation of a current member of the Board, who personally knows and has
an understanding of the qualifications of a proposed nominee. A second method
is an awareness of persons who are successful in business, whether personally
known to a member of the Board or not. We may contact such persons from time to
time to ask whether they would be willing to serve. If they are willing, then
the Nominating Committee conducts significant amounts of due diligence to
ensure that a nominee possesses the qualifications, qualities and skills
outlined above. The Nominating Committee also from time to time engages search
firms to assist the committee in identifying potential Board nominees, and we
pay such firms a fee for conducting such searches. As mentioned above, our
Nominating Committee also is open to receiving recommendations from
shareholders as to potential candidates it might consider.
Shareholder
Nominations for Election of Directors
Shareholders
generally can nominate persons to be directors by following the procedures set
forth in our bylaws. In short, these procedures require the shareholder to
deliver a written notice in a timely manner to our Corporate Secretary at the
address of our principal executive offices. To be timely, the notice must be
sent either by personal delivery or by United States certified mail, postage
prepaid, and received no later than 120 days in advance of the anniversary date
of the proxy statement for the previous year’s annual meeting. If no annual
meeting was held in the previous year, or the date of the applicable annual
meeting has been changed by more than 30 days from the date contemplated at the
time of the previous year’s proxy statement, notice must be sent not less than
90 days before the date of the applicable annual meeting. The notice must
contain the information required by our bylaws about the shareholder proposing
the nominee and about the nominee.
Each shareholder’s
notice to the Corporate Secretary must include:
·
the name and address of record of the
shareholder who intends to make the nomination;
·
a representation that the shareholder is a
shareholder of record of our company’s capital stock and intends to appear in
person or by proxy at such meeting to nominate the person or persons specified
in the notice;
·
the class and number of shares of our capital
stock beneficially owned by the shareholder; and
·
a description of all arrangements or
understandings between such shareholder and each nominee and any other person
or persons (naming such person or persons) pursuant to which the nomination or
nominations are to be made by such shareholder.
For each person
nominated, the notice to the Corporate Secretary must also include:
·
the name, age, business address and, if known,
residence address, of the nominee;
·
his or her principal occupation or employment;
·
the class and number of shares of our capital
stock beneficially owned by such person;
·
any other information relating to such person
that is required to be disclosed in solicitations of proxies for election of
directors or is otherwise required by the rules and regulations of the
Securities and Exchange Commission promulgated under the Securities Exchange
Act of 1934, as amended; and
·
the written consent of such person to be named
in the proxy statement as a nominee and to serve as a director if elected.
Next Section
Previous Section